Going Private Transactions: Overview

by Phillip R. Mills and Leonard Kreynin, Davis Polk & Wardwell LLP

A Practice Note providing an overview of going private transactions, including key strategic considerations, fiduciary duty issues, standards of review, procedural safeguards, and required disclosures in these transactions. Going private transactions raise different considerations compared to the sale of a public company to an unrelated third party because of the inherent conflicts of interest involved. This Note focuses on Delaware law because the vast majority of public companies are incorporated in Delaware. State laws governing going private transactions vary, however, so counsel should review the relevant state law if the target company is incorporated in a state other than Delaware.